NHI CFO reports small tax withholding of shares

Q: What insider transaction did NHI CFO John L. Spaid report on this Form 4?

John L. Spaid reported a tax-withholding disposition of 314 National Health Investors (NHI) common shares. The shares were withheld by the company to satisfy tax obligations triggered by the vesting of restricted stock on May 5, 2026, not sold on the open market.

Q: How many NHI shares were involved in John L. Spaid’s latest Form 4 filing?

The filing shows 314 common shares of National Health Investors were disposed of through tax withholding. These shares were withheld at a price of $73.09 per share to cover taxes associated with vesting restricted stock, rather than being a discretionary sale.

Q: Was the NHI Form 4 transaction by John L. Spaid an open-market sale?

No, the transaction was not an open-market sale. The Form 4 and footnote state the 314 shares were withheld by the issuer to satisfy tax withholding obligations linked to restricted stock vesting on May 5, 2026, a routine compensation-related event.

Q: What does transaction code F mean in the NHI Form 4 for John L. Spaid?

Transaction code F indicates a payment of tax liability by delivering securities. In this case, 314 NHI shares were withheld by the issuer to cover tax withholding obligations arising from the vesting of restricted stock, rather than being voluntarily sold for cash.

NATIONAL HEALTH INVESTORS INC CFO and EVP Finance John L. Spaid reported a small tax-related share disposition.

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Form Type

Rhea-AI Filing Summary

NATIONAL HEALTH INVESTORS INC CFO and EVP Finance John L. Spaid reported a small tax-related share disposition. On May 5, 2026, 314 shares of common stock were withheld by the company at $73.09 per share to cover tax obligations tied to vesting restricted stock. After this withholding, he directly holds about 56,286.6372 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 314 shares

Exercise Price or Tax Liability 1 txn

Insider Spaid John L

Role CFO/EVP Finance

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	314	$73.09	$23K

Holdings After Transaction: Common Stock — 56,286.6372 shares (Direct)

Footnotes (1)

F1. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock on May 5, 2026.

Key Figures

Tax-withheld shares: 314 shares Withholding price: $73.09 per share Post-transaction holdings: 56,286.6372 shares

3 metrics

Tax-withheld shares 314 shares Shares withheld to satisfy tax obligations on May 5, 2026

Withholding price $73.09 per share Value used for tax-withholding disposition

Post-transaction holdings 56,286.6372 shares Direct NHI common stock held by John L. Spaid after transaction

Key Terms

restricted stock, tax withholding obligations, tax-withholding disposition, Common Stock

4 terms

restricted stock financial

"in connection with the vesting of restricted stock on May 5, 2026"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"shares withheld by the issuer to satisfy tax withholding obligations"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NHI CFO John L. Spaid report on this Form 4?

John L. Spaid reported a tax-withholding disposition of 314 National Health Investors (NHI) common shares. The shares were withheld by the company to satisfy tax obligations triggered by the vesting of restricted stock on May 5, 2026, not sold on the open market.

How many NHI shares were involved in John L. Spaid’s latest Form 4 filing?

The filing shows 314 common shares of National Health Investors were disposed of through tax withholding. These shares were withheld at a price of $73.09 per share to cover taxes associated with vesting restricted stock, rather than being a discretionary sale.

How many National Health Investors shares does John L. Spaid hold after this transaction?

After the tax-withholding transaction, John L. Spaid directly holds 56,286.6372 shares of National Health Investors common stock. This indicates the 314 shares withheld for taxes represent a very small portion of his overall reported direct holdings in the company.

Was the NHI Form 4 transaction by John L. Spaid an open-market sale?

No, the transaction was not an open-market sale. The Form 4 and footnote state the 314 shares were withheld by the issuer to satisfy tax withholding obligations linked to restricted stock vesting on May 5, 2026, a routine compensation-related event.

What does transaction code F mean in the NHI Form 4 for John L. Spaid?

Transaction code F indicates a payment of tax liability by delivering securities. In this case, 314 NHI shares were withheld by the issuer to cover tax withholding obligations arising from the vesting of restricted stock, rather than being voluntarily sold for cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:28 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spaid John L

(Last)

(First)

(Middle)

222 ROBERT ROSE DRIVE

(Street)

MURFREESBORO

TENNESSEE

37129

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTH INVESTORS INC [ NHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO/EVP Finance

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2026		F		314⁽¹⁾	D	$73.09	56,286.6372	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock on May 5, 2026.

	/s/ Kimberly V. Ouimet, by limited power of attorney	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR